of the transaction, (iii) the assessment of
the drug candidates of Grace, Grace’s deep pipeline of assets,
relative late stage of development and Grace’s relatively
low-complexity, low cost
regulatory pathway, (iv) the simpler structuring
considerations of an acquisition versus a reverse takeover and
other bids, including from tax, transaction implementation and
timing standpoints, (v) the greater ability for oversight of
the interests of Acasti shareholders after the transaction,
including through board composition, and (v) the synergies
between the two companies and their management teams.
On February 25, 2021, at the direction of the
Acasti board, representatives of Oppenheimer informed Grace
management that the Acasti board had selected Grace as the primary
bidder in the strategic review process. On February 25, 2021,
at the direction of the Acasti board, representatives of
Oppenheimer informed representatives of Company B and Company C
that they were selected as alternates to a primary bidder in the
strategic review process.
On February 26, 2021, Acasti and Grace entered
into an exclusivity agreement (the “Grace Exclusivity Agreement”).
The Grace Exclusivity Agreement provided that the parties would
work exclusively together on pursuing a strategic transaction until
March 26, 2021 (as automatically extended to April 12,
2021, as further extended by the parties to May 3, 2021, and
as further extended by the parties to May 10, 2021).
On February 26, 2021, representatives of each
of Acasti management, Grace management, Oppenheimer, Osler and Reed
Smith LLP (“Reed Smith”), Grace’s legal counsel, and William Blair
met telephonically to discuss various transaction matters,
including transaction documents, transaction structure and
Between February 26, 2021 and May 6,
2021, representatives of Acasti and Grace coordinated on several
remaining diligence matters, and diligence calls between Grace and
Acasti management teams took place relating to, among other things,
program plans and timelines, employee compensation and benefits,
financial models, patents and regulatory matters.
On March 3, 2021, the Grace and Acasti
management teams met telephonically for preliminary integration
On March 5, 2021, the Acasti board met
telephonically to discuss the status of the transaction and
negotiations with Grace.
Also on March 5, 2021, Osler delivered an
initial draft of the merger agreement and Grace voting agreement to
Between March 8, 2021 and March 16, 2021,
telephonic meetings were held between the Grace and Acasti
management teams and representatives of each of their respective
legal and financial advisors to discuss the merger announcement,
the Acasti shareholders, Grace’s product pipeline, and open issues
relating to the merger agreement and deal structure.
On March 12, 2021, Reed Smith delivered
comments to the merger agreement to Osler.
Between March 12, 2021 and March 17,
2021, Reed Smith responded to a number of Osler’s legal diligence
On March 18, 2021, the Acasti board held a
telephonic special meeting, with representatives of Oppenheimer and
Osler present. At the meeting, Ms. D’Alvise, representatives
of Oppenheimer and Osler provided an update to the Acasti board
regarding, among other things, the status of negotiations with
Grace and the material open issues in the merger agreement.
On March 19, 2021, the research and
development teams of Grace and Acasti met telephonically to conduct
a virtual laboratory tour of Grace’s facilities.